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     Birmingham Banking Day shall mean any day (other than a Saturday or Sunday) on whichcommercial banks are open for business in Birmingham, Alabama.     Business Day shall mean any day except a Saturday, Sunday or legal holiday observedby Lender.     Capitalized Lease shall mean any lease which, in accordance with GAAP and any morestringent requirements under regulations applicable to Borrower or Subsidiary Bank consistentlyapplied, is required to be capitalized on the balance sheet of the lessee.     Change in Control shall mean any of the following events: (a) the acquisition at anytime by a “person” or “group” (as such terms are used in Sections 13(d) and 14(d)(2) of theSecurities Exchange Act of 1934 [the “Exchange Act”]) of beneficial ownership (as definedin Rule 13(d)-3 under the Exchange Act), directly or indirectly, of securities representing morethan Fifty Percent (50%) of the combined voting power in the election of directors of the thenoutstanding securities of Borrower or any successor of Borrower; (b) during any period of two (2)consecutive years or less, the individuals who at the beginning of such period constituted amajority of the board of directors cease, for any reason other than death, disability or retirementto constitute a majority of Borrower’s board of directors, unless the election of or nomination forelection of each new director during such period was approved by a vote of at least a majority ofthe directors still in office who were directors at the beginning of the period; (c) approval bythe stockholders of Borrower of any sale or disposition of substantially all of the assets orearning power of the Borrower; or (d) approval by the stockholders of Borrower of any merger,consolidation, or statutory share exchange to which Borrower is a party and as a result of whichthe persons who were stockholders of Borrower immediately prior to the effective date of themerger, consolidation or share exchange shall have beneficial ownership of less than Fifty Percent(50%) of the combined voting power in the election of directors of the surviving corporation.     Code shall mean the Internal Revenue Code of 1986, as amended, and any successorstatute of similar import, together with the regulations thereunder, in each case as in effectfrom time to time. References to sections of the Code shall be construed to also refer to anysuccessor sections.     Collateral shall have the meaning ascribed to such term in the Pledge.     Colonial Bank Base Rate shall mean the interest rate announced from time to time byLender as the “Colonial Bank Base Rate”. The Colonial Bank Base Rate is a reference rateestablished by Lender for use in computing and adjusting interest. It is subject to increase,decrease or change, and is only one of the reference rates or indices that the Lender uses. TheLender may lend to others at rates of interest at, or greater or less than the Colonial Bank BaseRate or the rate provided herein. The Colonial Bank Base Rate may change as often as daily. Anychange in the interest rate resulting from a change in the Colonial Bank Base Rate shall takeeffect upon the change in the Colonial Bank Base Rate.     Advance shall have the meaning ascribed thereto in Section 3.02(a).     Consolidated Subsidiary shall mean with respect to any Person at any date, anySubsidiary or other entity the assets and liabilities of which are or should be consolidated withthose of such
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Person in its consolidated financial statements as of such date in accordance with GAAP and anymore stringent requirements under regulations applicable to Borrower or Subsidiary Bankconsistently applied.     Default shall mean an event or condition the occurrence of which would, with the lapseof time, the giving of notice, or both, become or constitute an Event of Default as defined inSection 8 hereof.     Distribution in respect of any corporation or other entity shall mean: (a) dividendsor other distributions on or in respect of any of the capital stock or other equity interests ofsuch corporation or other entity; and (b) the redemption, repurchase or other acquisition of anycapital stock or other equity interests of such corporation or other entity or of any warrants,rights or other options to purchase any such capital stock or other equity interests.     Environmental Laws shall have the meaning ascribed thereto in Section 9.04.     Environmental Lien shall have the meaning ascribed thereto in Section 6.10(g).     ERISA shall mean the Employee Retirement Income Security Act of 1974, as amended, andany successor statute of similar import, together with the regulations thereunder, in each case asin effect from time to time (references to sections of ERISA shall be construed to also refer toany successor sections).     ERISA Affiliate shall mean any corporation, trade or business that is, along withBorrower, a member of a controlled group of corporations or a controlled group of trades orbusinesses, as described in Sections 414(b) and 414(c), respectively, of the Code or Section 4001of ERISA.     Event of Default shall have the meaning ascribed thereto in Section 8.     GAAP shall mean, at any time, generally accepted accounting principles at such timein the United States.     Indebtedness of any Person shall mean and include all obligations of such Personwhich in accordance with GAAP and any more stringent requirements under regulations applicable toBorrower or Subsidiary Bank consistently applied are or should be classified upon a balance sheetof such Person as liabilities of such Person, including any and all contingent obligations,indebtedness and/or liabilities of such Person, as long as they are reflected on the balance sheetof such Person and any and all obligations of such Person under any Capitalized Lease.     lndemnitee shall have the meaning ascribed thereto in Section 9.05.     Indemnified Liabilities shall have the meaning ascribed thereto in Section 9.05.     Lien shall mean any interest in Property securing an obligation owed to, or a claimby, a Person other than the owner of the Property, whether such interest is based on common law,statute or contract, including, without limitation, any security interest, mortgage, deed oftrust, pledge, lien or other encumbrance of any kind or nature whatsoever, any conditional sale ortrust receipt and any lease, consignment or bailment for security purposes.
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     Loan shall have the meaning ascribed thereto in Section 3.01.     Material Adverse Effect shall mean (a) a material adverse effect on the Properties,assets, liabilities, business, operations, prospects, income or condition (financial or otherwise)of Borrower, Subsidiary Bank, and/or any Subsidiary, (b) material impairment of the ability ofBorrower, Subsidiary Bank, and/or any Subsidiary to perform any of its obligations under thisAgreement, the Note or any of the other Transaction Documents or (c) material impairment of theenforceability of the rights of, or benefits available to, Lender under this Agreement, the Note,the Pledge or any of the other Transaction Documents.     Money Markets shall mean one or more wholesale funding markets available to andselected by Lender, including negotiable certificates of deposit, commercial paper, Eurodollardeposits, bank notes, federal funds, interest rate swaps or others.     Multiemployer Plan shall mean a “multiemployer plan” as defined in Section 4001(a)(3) of ERISA which is maintained for employees of Borrower, any other Obligor, any ERISAAffiliate, Subsidiary Bank, or any Subsidiary.     Note shall mean the Revolving Credit Note to be executed and delivered to Lenderpursuant to Section 3.01, as the same may from time to time be amended, modified, extended orrenewed.     Notice of Borrowing shall have the meaning ascribed thereto in Section 3.03(a).     Obligations shall mean any and all indebtedness, liabilities and obligations ofBorrower to Lender under this Agreement, the Note, the Pledge, any of the other TransactionDocuments, or any other agreement, instrument or document heretofore, now or hereafter executedand delivered by Borrower to Lender, in each case in connection with or contemplated by theTransaction Documents, now existing or hereafter arising, absolute or contingent, joint and/orseveral, secured or unsecured, direct or indirect, expressed or implied in law, contractual ortortious, liquidated or unliquidated, at law or in equity, or otherwise, and whether createddirectly or acquired by Lender by assignment or otherwise, and any and all costs of collectionand/or Attorneys’ Fees incurred or to be incurred in connection therewith.     Obligor shall mean Borrower and each other Person who is or shall become primarily orsecondarily liable, by guaranty or otherwise, on any of the Obligations or who grants Lender aLien upon any Property or assets of such Person as collateral for any of the Obligations.     OTS shall mean the United States Department of Treasury, Office of ThriftSupervision.     Capital Guidelines shall have the meaning ascribed thereto in Section 6.09.     PBGC shall mean the Pension Benefit Guaranty Corporation and any entity succeeding toany or all of its functions under ERISA.     Pension Plan shall mean any “pension plan” as such term is defined in Section 3(2) ofERISA which is subject to the provisions of Title IV of ERISA and which is established ormaintained by Borrower, any other Obligor, any ERISA Affiliate, Subsidiary Bank, or any Subsidiary,other than a Multiemployer Plan.
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     Permitted Liens shall mean (a) Liens securing government deposits at Subsidiary Bank;(b) Liens on Property or assets which secure loans or other extensions of credit made bySubsidiary Bank or any Subsidiary in the ordinary course of their banking business; (c) Liens onProperty or assets acquired by Subsidiary Bank or any Subsidiary by foreclosure or by deed in lieuof foreclosure in the ordinary course of their banking business; (d) Liens for taxes, assessmentsand other governmental charges that are not yet delinquent or are being contested in good faith;(e) purchase money Liens related to purchase of capital assets not to exceed $500,000; (f) Liensassumed in connection with acquisitions or mergers as long as such acquisition or merger ispermitted by the terms of this Agreement; (g) statutory Liens of landlords, carriers,warehousemen, mechanics, suppliers, material men, or other like Liens incurred in the ordinarycourse of business and which are not yet delinquent or are being contested in good faith; (h)Liens incurred in the ordinary course of business in connection with workers’ compensation andunemployment insurance and other types of social security; (i) Liens incurred or deposits made tosecure performance or tenders, bids, leases, statutory obligations, utility services, progresspayments and the like; (j) the refinancing of any Liens permitted by this Agreement, and (g) theLiens described on Schedule 5.12 attached hereto.     Person shall mean an individual, partnership, corporation, limited liability company,trust, unincorporated organization or association, and a government or agency or politicalsubdivision thereof.     Pledge shall mean the Stock Pledge Agreement dated as of the date hereof to beexecuted by Borrower and delivered to Lender pursuant to Section 4 hereof as the same may fromtime to time be amended.     Property shall mean any interest in any kind of property or asset, whether real,personal or mixed, or tangible or intangible and Properties shall mean any or all of theforegoing. For purposes of this Agreement, Borrower, Subsidiary Bank, and any Subsidiary, as thecase may be, shall be deemed to be the owner of any Property which it has acquired or holdssubject to a conditional sale agreement, financing lease or other arrangement pursuant to whichtitle to the Property has been retained by or vested in some other Person for security purposes.     Regulatory Agency shall mean any Federal, state or local governmental or regulatoryagency, authority, entity or official having jurisdiction over the banking or other relatedactivities of Borrower, Subsidiary Bank, and/or any Subsidiary including, without limitation (tothe extent applicable), The Board of Governors of the Federal Reserve System, the OTS, and theFederal Deposit Insurance Corporation.     Related Party shall mean any Person which directly or indirectly through one or moreintermediaries controls, or is controlled by or is under common control with, Borrower, SubsidiaryBank, or any Subsidiary. The term “control” shall include the possession, directly or indirectly,of the power to vote Ten Percent (10%) or more of the capital stock of any Person or the power todirect or cause the direction of the management and policies of a Person, whether through theownership of voting securities, by contract or otherwise.     Reportable Event shall have the meaning ascribed thereto inERISA.      SEC shall mean the United States Securities and ExchangeCommission.
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     Subsidiary shall mean any corporation or other entity of which more than FiftyPercent (50%) of the issued and outstanding capital stock or other equity interests entitled tovote for the election of directors, managers or other persons performing similar functions (otherthan by reason of default in the payment of dividends or other distributions) is at the time owneddirectly or indirectly by Borrower, Subsidiary Bank, or any Subsidiary or which under GAAP and anymore stringent requirements under regulations applicable to Borrower or Subsidiary Bank,consistently applied, is required to be consolidated with any such entity on its balance sheet andSubsidiaries shall mean any or all of the foregoing.     Subsidiary Bank shall mean as of the effective date of this Agreement, SuperiorBank, a Federal savings bank; provided, that, this definition may be amended in the future toreflect any other Subsidiary Bank that Borrower acquires.     Term shall have the meaning ascribed thereto in Section 1.     Transaction Documents shall mean this Agreement, the Note, the Pledge, and all otheragreements, documents, instruments and certificates connected with or otherwise relating to thisAgreement or the Loan made hereunder, all as the same may from time to time be amended, modified,extended or renewed.**SECTION 3. THE LOAN**     3.01 Commitment of Lender. Lender hereby agrees to make Borrower a revolving creditloan in the original principal amount of up to Ten Million Dollars ($10,000,000.00) (the“Loan”),which Loan, or any portion thereof, may be repaid and, subject to the terms and conditionshereof (and as long as no Event of Default exists), reborrowed to, but not including, thelast day ofthe Term. The aggregate principal amount which Borrower may have outstanding under theLoan at any one time shall not exceed Ten Million Dollars ($10,000,000.00), which amount maybe borrowed, paid, reborrowed and repaid in whole or in part. The Loan shall be evidenced bytheRevolving Credit Note of Borrower dated the date of this Agreement, payable to the order ofLender in the principal amount of $10,000,000.00, having a maturity date of the last day oftheTerm, and in the form attached hereto and incorporated by reference as Exhibit A (asthe samemay from time to time be amended, modified, extended or renewed, the “Note”). Borroweragreesto pay in full all interest, principal fees, charges and all other amounts due under theNote andLoan on the maturity date of the Term.     3.02 Interest          (a) Interest on each Loan advance (each, an “Advance”) shall accrue at theColonial Bank Base Rate Floating. Interest from the date of any Advance on the outstanding unpaidprincipal balance shall be computed on the basis of a 360 day year by multiplying the product ofthe principal amount outstanding and the applicable rate by the actual amount of days elapsed anddividing by 360. No Advance may extend beyond the last day of the Term and all outstandingAdvances, including principal, interest, fees related thereto, must be paid in full on the last dayof the Term. Lender’s internal records of applicable interest rates shall be determinative in theabsence of manifest error. Each Advance shall be in a minimum principal amount of $100,000.
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          (b) After maturity of the Loan, whether by reason of acceleration or otherwise,interest shall accrue on the Loan and be payable on demand on the entire outstanding principalbalance thereof at an annual rate equal to Twelve Percent (12%). Interest on each Advance shall bepayable quarterly in arrears on each March 31, June 30, September 30 and December 31, and on thelast day of the Term, or earlier if maturity is accelerated pursuant to the terms of thisAgreement. All payments shall be applied first to the payment of all accrued and unpaid interest,with the balance, if any, to be applied to the payment of principal. Lender’s internal records ofapplicable interest rates shall be determinative in the absence of manifest error.     3.03 Method of Borrowing.     (a) Borrower shall give Lender oral or written notice (a “Notice of Borrowing”) by10:00 a.m. (Birmingham time) on (i) the Business Day on which each Advance shall be made. EachNotice of Borrowing shall specify: (A) the date of such advance, which shall be a Business Dayduring the Term, and (B) the aggregate principal amount of such advance.     (b) A Notice of Borrowing shall not be revocable by Borrower.     (c) Subject to the terms and conditions of this Agreement, provided that Lender has receivedthe Notice of Borrowing, Lender shall (unless Lender determines that any applicable conditionspecified in Section 4 has not been satisfied) make the applicable Advance to Borrower bycrediting the amount of such Advance to a demand deposit account of Borrower at Lender specifiedby Borrower (or such other account mutually agreed upon in writing between Lender and Borrower)not later than 2:30 p.m. (Birmingham time) on the Business Day specified in said Notice ofBorrowing.     (d) If Lender makes a new Advance under this Agreement on a day on which Borrower is requiredto or has elected to repay all or any part of an outstanding Advance, Lender shall apply theproceeds of its new Advance to make such repayment and only an amount equal to the difference (ifany) between the amount being borrowed and the amount being repaid shall be made available byLender to Borrower.     (e) Borrower hereby irrevocably authorizes Lender to rely on telephonic, telegraphic,telecopy, telex, electronic mail, or written instructions of any individual identifying himself orherself as one of the individuals listed on Schedule 3.03 attached hereto (or any otherindividual from time to time authorized to act on behalf of Borrower pursuant to a resolutionadopted by either the Board of Directors of Borrower and certified by the Secretary of Borrower)with respect to any request to make an Advance or a repayment under this Agreement, and on anysignature which Lender believes to be genuine, and Borrower shall be bound thereby in the samemanner as if such individual were actually authorized or such signature were genuine. Borroweralso hereby agrees to defend and indemnify Lender and hold Lender harmless from and against anyand all claims, demands, damages, liabilities, losses and reasonable costs and expenses(including, without limitation, reasonable Attorneys’ Fees and expenses) relating to or arisingout of or in connection with the acceptance of instructions for making Advances or repaymentsunder this Agreement; unless such claims, demands, damages, liabilities and losses are causedsolely by Lender’s gross negligence or intentional misconduct.
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     3.04 Prepayment. Borrower shall be privileged at any time to prepay all or any portionof the Loan prior to last day of the Term, without penalty or premium, provided that: (a) partialprepayments shall be applied to the installments of principal of the Note in the inverse order oftheir stated maturities; (b) on each prepayment date, Borrower shall pay to Lender all accruedinterest on the principal portion of the Loan being prepaid to and including the date of suchprepayment; (c) no Default or Event of Default under this Agreement shall have occurred and becontinuing; and (d) if an Advance is prepaid due to acceleration of the Loan upon default orotherwise, Borrower agrees to pay all of Lender’s costs, and expenses (as determined by Bank)incurred as a result of such prepayment. Any prepayment of an Advance shall be in an amount equalto the remaining entire principal balance of such Advance.     3.05 General Provisions as to Payments. Borrower shall make each payment of principalof, and interest on, the Loan and all other amounts payable by Borrower under this Agreement, notlater than 12:00 noon (Birmingham time) on the date when due and payable, in Federal or otherfunds immediately available in Birmingham, Alabama, to Lender at its address referred to inSection 3.06. All payments received by Lender after 12:00 noon (Birmingham time) shall be deemedto have been received by Lender on the next succeeding Business Day. Whenever any payment ofprincipal of, or interest on, the Loans or of other amount shall be due on a day which is not aBusiness Day, the date for payment thereof shall be extended to the next succeeding Business Day.If the date for any payment of principal is extended by operation of law or otherwise, interestthereon, at the then applicable rate, shall be payable for such extended time.     3.06 Place of Payment. Both principal and interest under the Note are payable toLender in lawful currency of the United States in Federal or other immediately available funds atLender’s banking office at 100 Colonial Bank Blvd, Montgomery, AL 36117-4244.     3.07 Late Fees. If Borrower fails to make any payment of any principal of or intereston any Advance within ten (10) days after the same becomes due, whether by reason of maturity,acceleration or otherwise, in addition to all of the other rights and remedies of Lender underthis Agreement and at law or in equity, Borrower shall pay Lender on demand with respect to eachsuch late payment a late fee in an amount not to exceed Three Percent (3%) of each late payment.     3.08 Capital Adequacy. If, after the date of this Agreement, Lender shall havedetermined in good faith that the adoption of any applicable law, rule, regulation or guidelineregarding capital adequacy, or any change therein, or any change in the interpretation oradministration thereof by any Regulatory Agency, other governmental or regulatory authority,central bank or comparable agency charged with the interpretation or administration thereof, orcompliance by Lender with any request or directive regarding capital adequacy (whether or nothaving the force of law) of any such authority, central bank or comparable agency, has or willhave the effect of reducing the rate of return on Lender’s capital in respect of its obligationsunder this Agreement to a level below that which Lender could have achieved but for such adoption,change or compliance (taking into consideration Lender’s policies with respect to capitaladequacy), then from time to time Borrower shall pay to Lender upon demand such additional amountor amounts as will compensate Lender for such reduction. All determinations made in good faith byLender of the additional amount or amounts required to compensate Lender in respect of theforegoing shall be conclusive in the absence of manifest error. In determining such amount oramounts, Lender may use any reasonable averaging and attribution methods.
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**SECTION 4. PRECONDITIONS TO LOAN ADVANCES**     4.01  Initial Advance under Loan. Notwithstanding any provision contained herein to thecontrary, Lender shall have no obligation to make the initial Advance unless Lender shall havereceived the following, all in form acceptable to Lender:     (a) this Agreement and the Note, each executed by a duly authorized officer ofBorrower;     (b) the Pledge, executed by a duly authorized officer of Borrower, and the collateralschedule, stock power(s), UCC financing statement, and such other documents as Lender mayrequire in connection with the Pledge;     (c) 127,501 shares of the common stock of Subsidiary Bank, representing One Hundred Percent(100%) of the issued and outstanding common stock of Subsidiary Bank (as verified by theSecretary of Subsidiary Bank), said shares to be issued in Borrower’s name and accompanied bystock powers duly executed in blank by an authorized officer of Borrower which the signature(s)of such officer(s) guaranteed; the Certificate of President, duly executed by the President ofBorrower; copies of resolutions of the Board of Directors of Borrower, duly adopted, whichauthorize the execution, delivery and performance of this Agreement and the other TransactionDocuments, certified by the Secretary of Borrower;     (d) copies of the Articles or Certificate of Incorporation of Borrower, including anyamendments thereto, certified by the Secretary of State of the State of Delaware, and copies ofthe Articles or Certificate of Incorporation of Subsidiary Bank, including any amendmentsthereto, certified by the OTS;     (e) copies of the By-Laws of Borrower and Subsidiary Bank, including any amendmentsthereto, certified by the Secretary of Borrower, and the Secretary of Subsidiary Bank,respectively;     (f) a certificate of good standing for Borrower issued by the Secretary of State of theState of Delaware, and a certificate of corporate existence for Subsidiary Bank issued by theOTS and a certificate of FDIC insurance;     (g) an opinion of counsel from William H. Caughran, Jr., General Counsel ofBorrower, in the form acceptable to Lender;     (h) evidence that no change in the financial condition of Borrower, Subsidiary Bank and/orany Subsidiary shall have occurred since June 30, 2008 that could have a Material AdverseEffect; and     (i) such other agreements, documents, instruments, certificates and assurances asLender may reasonably request.     4.02 All Advances. Notwithstanding any provision contained in this Agreement to thecontrary, Lender shall have no obligation to make any Advance under this Agreement unless:
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     (a) Lender shall have received a Notice of Borrowing for such Revolving CreditLoan as required by Section 3.03(a);     (b) both immediately before and immediately after giving effect to such Advance, no Defaultor Event of Default shall have occurred and be continuing;     (c) no change in the Properties, assets, liabilities, business, operations, prospects, incomeor condition (financial or otherwise) of Borrower, Subsidiary Bank and/or any Subsidiary which mayhave a Material Adverse Effect shall have occurred since the date of this Agreement and becontinuing; and     (d) all of the representations and warranties made by Borrower and any third-parties in thisAgreement and/or in any other Transaction Document shall be true and correct in all materialrespects on and as of the date of such Loan as if made on and as of the date of such Advance (andfor purposes of this Section 4.02(d), the representations and warranties made by Borrower inSection 5.04 shall be deemed to refer to the most recent financial statements of Borrowerdelivered to Lender pursuant to Section 6.03).Each request for an Advance by Borrower under this Agreement shall be deemed to be arepresentation and warranty by Borrower on the date of such Advance as to the facts specified inclauses (b), (c), and (d) of this Section 4.02.**SECTION 5. REPRESENTATIONS AND WARRANTIES**     To induce Lender to make the Loan, Borrower hereby represents and warrants to Lenderthat:     5.01 Corporate Existence and Power. Each of Borrower, Subsidiary Bank, and eachSubsidiary: (a) is duly incorporated or organized, validly existing and in good standing under thelaws of the jurisdiction of its incorporation or organization; (b) has all requisite corporatepowers and all governmental licenses, authorizations, consents and approvals required to carry onits business as now conducted; and (c) is duly qualified to do business in all jurisdictions inwhich the nature of the business conducted by it makes such qualification necessary and wherefailure to so qualify would have a Material Adverse Effect on its business, financial condition oroperations. Borrower is a Delaware chartered “savings and loan holding company” as defined in andwithin the meaning of 12 U.S.C. §1467a *et seq.,*and as such Borrower has filed all necessaryreports with and received all necessary approvals from OTS. Subsidiary Bank is a “Federal savingsassociation” and an “insured depository institution”, as those terms are defined in and within themeaning of 12 U.S.C. §§1462 and 1813 and no act has occurred which could adversely affect thestatus of Subsidiary Bank as an “insured depository institution.” Subsidiary Bank is a Federalsavings bank chartered under 12 U.S.C. §1464.     5.02 Corporate Authorization. The execution, delivery and performance by Borrower ofthis Agreement, the Note, the Pledge, and the other Transaction Documents are within the corporatepowers of Borrower and have been duly authorized by all necessary corporate action.
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     5.03 Binding Effect. This Agreement, the Note, the Pledge, and the other TransactionDocuments have been duly authorized, executed and delivered and constitute the legal, validand binding obligations of Borrower enforceable in accordance with their respective terms,except assuch enforceability may be limited by bankruptcy, insolvency or other similar laws affectingcreditors’ rights in general.     5.04  Financial Statements. Borrower has furnished Lender with the followingfinancial statements, identified by the principal financial officer of Borrower: (a)consolidated andconsolidating balance sheets and profit and loss statements of Borrower and its ConsolidatedSubsidiaries as of December 31, 2007, all certified by Borrower’s independent certified publicaccountants, which financial statements have been prepared in accordance with GAAP and anymore stringent requirements under regulations applicable to Borrower or Subsidiary Bankconsistently applied; and (b) the Thrift Financial Report (OTS Form 1313) of Subsidiary Bankasof June 30, 2008, certified by the President or Chief Financial Officer of Subsidiary Bank.Borrower further represents that: (1) said financial statements fairly present the conditionofBorrower and its Consolidated Subsidiaries as of the dates thereof, (2) there has been nochange inthe condition or operation, financial or otherwise, of Borrower or any of its ConsolidatedSubsidiaries since June 30, 2008 that could have a Material Adverse Effect, and (3) neitherBorrower nor any of its Consolidated Subsidiaries has any direct or contingent liabilitieswhich arenot disclosed on said financial statements which could have a Material Adverse Effect.     5.05 Litigation. Except as disclosed in Schedule 5.05 attached hereto, thereis no action or proceeding pending or, to the knowledge of Borrower, threatened against oraffecting Borrower, Subsidiary Bank or any Subsidiary, before any court, arbitrator orgovernmental, regulatory or administrative body, agency or official which could result in anychange in the condition or operation, financial or otherwise, of Borrower, Subsidiary Bank, or anySubsidiary which may have a Material Adverse Effect, and neither Borrower, Subsidiary Bank nor anySubsidiary is in default with respect to any order, writ, injunction, decision or decree of anycourt, arbitrator or governmental, regulatory or administrative body, agency or official whichcould have a Material Adverse Effect.     5.06 Pension and Welfare Plans. Each Pension Plan complies in all material respectswith all applicable statutes and governmental rules and regulations; no Reportable Event hasoccurred and is continuing with respect to any Pension Plan; neither Borrower, Subsidiary Bank,any Subsidiary, nor any ERISA Affiliate has withdrawn from any Multiemployer Plan in a “completewithdrawal” or a “partial withdrawal” as defined in sections 4203 or 4205 of ERISA, respectively;no steps have been instituted by Borrower, Subsidiary Bank, any Subsidiary, or any ERISA Affiliateto terminate any Pension Plan; no condition exists or event or transaction has occurred inconnection with any Pension Plan or Multiemployer Plan which could result in the incurrence byBorrower, Subsidiary Bank, any Subsidiary,or any ERISA Affiliate of any material liability, fineor penalty; and neither Borrower, Subsidiary Bank, any Subsidiary, nor any ERISA Affiliate is a“contributing sponsor” as defined in Section 4001(a) (13) of ERISA of a “single-employer plan” asdefined in Section 4001(a) (15) of ERISA which has two or more contributing sponsors at least twoof whom are not under common control. Neither Borrower, Subsidiary Bank, nor any Subsidiary, hasany contingent liability with respect to any “employee welfare benefit plans”, as such term isdefined in Section 3(a) of ERISA, which covers retired employees and their beneficiaries.
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     5.07 Tax Returns. Borrower, Subsidiary Bank, and each Subsidiary have filed allFederal, state and local income tax returns and all other tax returns which are required to befiled and has paid all taxes due pursuant to such returns or pursuant to any assessment receivedby Borrower, Subsidiary Bank, and each Subsidiary, except for the filing of such returns, if any,in respect of which an extension of time for filing is in effect.     5.08 Subsidiaries. Subsidiary Bank and the other Subsidiaries set forth onSchedule 5.08 are the only Subsidiaries of Borrower. Except as disclosed herein, neitherBorrower nor Subsidiary Bank, individually or collectively, owns or holds, directly or indirectly,any capital stock of or equity interest in any corporation, partnership, limited liability companyor other entity. Borrower may at any time amend, modify or supplement this Section 5.08 andSchedule 5.08 by notifying Lender in writing of any changes thereto, including anyformation, acquisition, merger or liquidation of any Subsidiary or any change in thecapitalization of any Subsidiary, in each case, in accordance with the terms of this Agreement,and thereby the representations and warranties contained in this Section 5.08 shall be amendedaccordingly so long as such amendment, modification or supplement is made within thirty (30) daysafter the occurrence of any such changes in the facts stated therein and that such changes reflecttransactions that are permitted under this Agreement.     5.09 Compliance with Laws. Borrower, Subsidiary Bank, and each Subsidiary havecomplied in all material respects with and will continue to comply with all applicable federal andstate laws and regulations, including without limitation ones that: (a) regulate or are concernedin any way with its or their banking and trust business, including without limitation those lawsand regulations relating to the investment of funds, lending of money, collection of interest,extension of credit, and location and operation of banking facilities; or (b) otherwise relate toor affect the business or assets of Borrower, Subsidiary Bank, and each Subsidiary, or the assetsowned, used or occupied by them.     5.10 Compliance With Other Instruments. None of the execution and delivery byBorrower of the Transaction Documents, the consummation of the transactions therein contemplatedor the compliance with the provisions thereof will violate any law, rule, regulation, order, writ,judgment, injunction, decree or award binding on Borrower, Subsidiary Bank and the otherSubsidiaries or any of the provisions of the Certificates of Incorporation or By-Laws of each orany of the provisions of any indenture, agreement, document, instrument or undertaking to whicheach is a party or subject, or by which it or its Property is bound. No order, consent, approval,license, authorization or validation of, or filing, recording or registration with, the exemptionby, any governmental, regulatory, administrative or public body or authority, or any subdivisionthereof, is required to authorize, or is otherwise required in connection with, the execution,delivery or performance of, or the legality, validity, binding effect or enforceability of, any ofthe Transaction Documents.     5.11 Other Loans, Guarantees or Derivative Transactions. Except as disclosed onSchedule 5.11 attached hereto or in the ordinary course of its banking business, neitherBorrower, Subsidiary Bank, nor any Subsidiary is a borrower, guarantor or obligor with respect toany loan transaction, guarantee or other indebtedness for borrowed money or a party to a derivativeor credit derivative transaction (including without limitation interest rate swaps, credit defaultswaps, total return swaps, credit-linked notes, and credit spread options), whether on-balancesheet
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or off-balance sheet.     5.12 Title to Property. Borrower, Subsidiary Bank, and each Subsidiary are each thesoleand absolute owner of, or has the legal right to use and occupy, all Property it claims toown orwhich is necessary for Borrower, Subsidiary Bank, and each Subsidiary to conduct itsbusiness. Neither Borrower, Subsidiary Bank, nor any Subsidiary has signed or authorized thefiling of any financing statements, security agreements or chattel mortgages with respect toanyof its respective Property, has granted or permitted any Liens with respect to any of itsPropertyor has any knowledge of any Liens with respect to any of its Property, except as disclosed onSchedule 5.12 attached hereto.     5.13 Regulation U. No part of the proceeds of the Loan will be used, whether directlyor indirectly, and whether immediately, incidentally or ultimately (a) to purchase or carry marginstock or to extend credit to others for the purpose of purchasing or carrying margin stock, or torefund or repay indebtedness originally incurred for such purpose or (b) for any purpose whichentails a violation of, or which is inconsistent with, the provisions of the Regulations of TheBoard of Governors of the Federal Reserve System, including, without limitation, Regulations G, U,T or X thereof, as amended.     5.14 Environmental Matters. There are no disputes pending (nor, to the knowledge ofBorrower, are there any disputes threatened nor, to the knowledge of Borrower, is there any basistherefor) affecting Borrower, Subsidiary Bank, or any Subsidiary, whether or not in or before anycourt or arbitrator of any kind or involving any governmental or regulatory body, which, ifadversely determined could, singly or in the aggregate, have a Material Adverse Effect on thebusiness, Properties, assets, liabilities, financial condition, results of operations or businessprospects of Borrower, Subsidiary Bank, or any Subsidiary or on the ability of Borrower to performits obligations hereunder or under the Note or any of the other Transaction Documents, relating toenvironmental matters, including, without limitation, any notice from any agency, state orFederal, that Borrower, Subsidiary Bank, or any Subsidiary is a potentially responsible party forthe cleanup of any environmental waste site, that Borrower, Subsidiary Bank, or any Subsidiary isin violation of any environmental permit or regulation, that Borrower, Subsidiary Bank, or anySubsidiary has been placed on any registry of solid or hazardous waste disposal sites, or of theexpiration, revocation or denial of any environmental permit or other loss of interim status orother current authorization to operate any unit or portion of the facilities of Borrower,Subsidiary Bank, or any Subsidiary.     5.15 Shares of Subsidiary Bank. The authorized capital of Subsidiary Bank consistssolely of 200,000 shares of common stock, $1.00 par value. As of the date hereof, Borrower is thesole legal and beneficial owner of 127,501 shares of common stock, $1.00 par value, of SubsidiaryBank (the “Subsidiary Bank Shares”), representing all of the outstanding and issued shares ofcommon stock of Subsidiary Bank, subject to no Liens, warrants, options, proxies, restrictions ontransfer, resale or other disposition; and that all of such shares are all validly issued, fullypaid and nonassessable. As of the date hereof, there are no warrants or options, or any agreementsto issue any warrants or options, outstanding with respect to any class of capital stock ofSubsidiary Bank. Upon delivery of the Pledge and the certificate evidencing the Subsidiary BankShares to Lender, Lender will have, and Borrower hereby grants to Lender, a first and prior andperfected security interest and lien on such Subsidiary Bank Shares, with right of set-off, and allproceeds thereof and distributions thereon, as collateral for and securing the Obligations ofBorrower to Lender,
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including the Note and Obligations arising hereunder and under the Pledge and other TransactionDocuments, free and clear of and not subject to any Liens, rights of ownership or possession, orany adverse interest or claim of any Person.     5.16 [Intentionally deleted].     5.17 Material Contracts. Except as set forth in Schedule 5.17, there is not,under any agreement, lease or contract to which either Borrower or the Subsidiary Bank is a party,an existing default or event of default, or any event which with notice or lapse of time, or both,would constitute a default on the part of Borrower or the Subsidiary Bank, or provide a reasonablebasis for any other claim of non-excusable delay or non-performance on the part of Borrower or theSubsidiary Bank and which could have a Material Adverse Effect on either Borrower or the SubsidiaryBank.**SECTION 6. AFFIRMATIVE COVENANTS**     Borrower covenants and agrees that, so long as any of Obligations are outstanding, it will,and will cause Subsidiary Bank, or any Subsidiary to:     6.01 Insurance. Keep adequately insured, by financially sound and reputable insurersacceptable to Lender and in amounts reasonably acceptable to Lender, all Property of Borrower,Subsidiary Bank, and each Subsidiary of the character usually insured by corporations and otherentities engaged in the same or similar businesses similarly situated, against loss or damage ofthe kind customarily insured against by such corporations and acceptable to Lender, and (b) causeSubsidiary Bank to maintain coverage under a banker’s blanket bond in an amount equal to thegreater of the amount of coverage currently maintained by Subsidiary Bank or the minimum coveragerecommended by the applicable Regulatory Agencies, plus such excess fidelity coverage as Lendermay reasonably request from time to time. Promptly after Lender’s request therefor, Borrower shallprovide Lender with evidence that Borrower maintains, and that Subsidiary Bank maintain, theinsurance required under this Section 6.01, and evidence of the payment of all premiums therefor.     6.02 Payment of Taxes. Duly file all Federal, state and local income tax returns andallother tax returns and reports which are required to be filed; and pay before the same becomedelinquent, all taxes and governmental charges assessed against or upon Borrower, SubsidiaryBank, and each Subsidiary, as the case may be, or upon their respective Properties, assets,income or franchises, except to the extent any failure to do so would not have a MaterialAdverse Effect.     6.03  Financial Data.     Deliver to Lender:     (a) As soon as practicable and in any event within sixty (60) days after the end of eachfiscal quarter (other than the last fiscal quarter of each fiscal year of Borrower) an unauditedconsolidated statement of earnings and retained earnings of Borrower and its ConsolidatedSubsidiaries for the period from the beginning of the current fiscal year to the end of suchfiscal
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quarter, and an unaudited consolidated balance sheet of Borrower and its Consolidated Subsidiariesas at the end of such fiscal quarter, setting forth in each case in comparative form figures forthe corresponding period in the preceding fiscal year, all in reasonable detail and certified toLender by the principal financial officer of Borrower, subject to changes resulting from normalyear-end adjustments; all such statements to be prepared in accordance with GAAP and any morestringent requirements under regulations applicable to Borrower or Subsidiary Bank consistentlyapplied (provided that as long as Borrower timely files its SEC Form 10-Q for any applicablefiscal quarter, this reporting requirement shall be deemed to be satisfied for such fiscalquarter);     (b) As soon as practicable and in any event within ninety (90) days after the end of eachfiscal year, consolidated and consolidating statements of earnings and retained earnings ofBorrower and its Consolidated Subsidiaries for such year, consolidated and consolidatingstatements of cash flow of Borrower and its Consolidated Subsidiaries for such year, andconsolidated and consolidating balance sheets of Borrower and its Consolidated Subsidiaries as atthe end of such year, setting forth in each case in comparative form corresponding figures fromthe preceding fiscal year, all such statements to be prepared in accordance with GAAP and any morestringent requirements under regulations applicable to financial institutions consistently appliedand reported and accompanied by the unqualified opinion of independent certified publicaccountants selected by Borrower and acceptable to Lender (provided that as long as Borrowertimely files its SEC Form 10-K for any applicable fiscal year, this reporting requirement shall bedeemed to be satisfied for such fiscal year);     (c) As soon as practicable and in any event within sixty (60) days after the end of eachfiscal quarter, a certificate in substantially the form of that attached hereto and made a parthereof as Exhibit B (with appropriate insertions), executed by the principal financialofficer of Borrower;     (d) Promptly after filing with any Regulatory Agency, and in any event within fifteen (15)days after the filing thereof, copies of all financial statements, call reports, filings and otherdocuments which Borrower, Subsidiary Bank, or any Subsidiary shall file with the SEC and anyRegulatory Agency and which are otherwise not publicly available; and     (e) With reasonable promptness, such other financial information and data as Lender may fromtime to time reasonably request. Lender shall keep such information confidential in compliancewith applicable law, provided that Lender is hereby authorized to deliver a copy of any financialstatement or other information made available by Borrower, Subsidiary Bank, or any Subsidiary toany regulatory authority having jurisdiction over Lender, pursuant to any request therefor.     6.04 Maintenance of Property. Maintain all Property, plants and equipment (exceptobsolete equipment) in good operating order, and from time to time make all needful and properrepairs, renewals, replacements, additions, betterments and improvements thereto so that at alltimes the efficiency thereof shall be fully preserved and maintained.     6.05 Inspection. Permit any employee or contractor designated by Lender to visit,inspect and audit any of the Properties, corporate books, loan documentation, loan portfolios,loan files and financial records of Borrower, Subsidiary Bank, and any Subsidiary and to discussthe affairs, finances and accounts of Borrower, Subsidiary Bank, and any Subsidiary with theprincipal
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officers of Borrower, Subsidiary Bank, and any Subsidiary, all at such reasonable times and atsuch reasonable intervals as Lender may request. Lender shall keep such information confidentialin compliance with applicable law, provided that Lender is hereby authorized to deliver a copy ofany such information made available by Borrower, Subsidiary Bank, or any Subsidiary to anyregulatory authority having jurisdiction over Lender, pursuant to any request therefor.     6.06 Corporate Existence. Do or cause to be done all things necessary to (a) preserveand keep in full force and effect its corporate existence, rights and franchises to the extent thefailure to do so could reasonably be expected to have a Material Adverse Effect, (b) duly qualifyto do business in all jurisdictions where the nature of Property or the nature of the businessrequires such qualification to the extent the failure to do so could reasonably be expected tohave a Material Adverse Effect, (c) maintain its status as a “savings and loan holding company”under and within the meaning of 12 U.S.C. §1467a, (d) cause Subsidiary Bank to preserve and keepin full force and effect its existence, franchise and right to do business as a Federal savingsbank under the laws of the United States, and (e) maintain Subsidiary Bank’s status as an “insureddepository institution” as defined in, or within the meaning of, 12 U.S.C. §1813, and to otherwisemaintain Subsidiary Bank’s eligibility for federal deposit insurance.     6.07 Compliance with Law. Comply with any and all laws, ordinances and governmentaland regulatory rules and regulations to which it is subject, and obtain any and all licenses,permits, franchises and other governmental and regulatory authorizations necessary to theownership of the Properties, or to the conduct of the business, which violation or failure toobtain might have a Material Adverse Effect.     6.08 ERISA Compliance. If Borrower, Subsidiary Bank, or any Subsidiary shall have, orin the future create, any Pension Plan, Borrower shall comply in all material respects with, andshall cause Subsidiary Bank, and each Subsidiary to comply with, all requirements of ERISA relatingto such plan. Without limiting the generality of the foregoing, Borrower will not: (a) permit, orcause or allow Subsidiary Bank, and each Subsidiary to permit, any Pension Plan maintained by it,Subsidiary Bank, or any Subsidiary, as the case may be, to engage in any nonexempt “prohibitedtransaction”, as such term is defined in Section 4975 of the Internal Revenue Code of 1986, asamended; (b) permit, or cause or allow Subsidiary Bank, or any Subsidiary to permit, any PensionPlan maintained by it, Subsidiary Bank, or any Subsidiary, as the case may be, to incur any“accumulated funding deficiency,” as such term is defined in Section 302 of ERISA, 29 U.S.C. §1082,whether or not waived; (c) terminate, or cause or allow Subsidiary Bank, or any Subsidiary toterminate, any such Pension Plan in a manner which could result in the imposition of a Lien on theProperty of Borrower, Subsidiary Bank, or any Subsidiary, as the casemay be, pursuant to section4068 of ERISA, 29 U.S.C. §1368; or (d) take, or cause or allow Subsidiary Bank, or any Subsidiaryto take, any action which would constitute or give rise to a complete or partial withdrawal from amulti-employer plan within the meaning of Sections 4203 and 4205 of Title IV of ERISA.Notwithstanding any provision contained in this Section 6.08 to the contrary, an act by Borrower,Subsidiary Bank, or any Subsidiary shall not be deemed to constitute a violation of subparagraphs(a) through (d) hereof unless Lender determines in good faith that said action, individually orcumulatively with other acts of Borrower, Subsidiary Bank, or any Subsidiary, does have or islikely to cause a significant adverse financial effect upon Borrower, Subsidiary Bank, or anySubsidiary. Borrower shall have the affirmative obligation hereunder to report to Lender any ofthose acts identified in subparagraphs
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(a) through (d) hereof, regardless of whether said act does or is likely to cause a significantadverse financial effect upon Borrower, Subsidiary Bank, or any Subsidiary, and failure byBorrower to report such act promptly upon Borrower’s becoming aware of the existence thereofshall constitute an Event of Default hereunder.     6.09 Risk-Based and Leverage Capital Adequacy Requirements. Comply with, to the extentapplicable, the capital guidelines for savings associations of the OTS as set forth in 12 C.F.R.§565.4 (the “OTS Capital Guidelines”), as from time to time amended, or in any successorlaw, rule or regulation of similar import. In addition, Borrower will cause Subsidiary Bank (i) tomaintain at all times during the Term of this Agreement a “well-capitalized” rating under the OTSCapital Guidelines; (ii) to maintain at least a Minimum Tier 1 capital/asset ratio of 7% and (iii)to maintain Tier 1 equity capital as determined under the OTS Capital Guidelines, and tangiblecapital as determined under 12 CFR 567.9, of at least $200 million.     6.10 Notices. Notify Lender in writing of any of the following immediately afterlearning of the occurrence thereof, describing the same and, if applicable, the steps being takenby the Person(s) affected with respect thereto; and, in addition, shall make the notificationsprovided in sections 6.10(j). (k) and (1):     (a) Default. The occurrence of (i) any Default or Event of Default under thisAgreement, or (ii) any default or event of default by Borrower, Subsidiary Bank, or any Subsidiary(which could reasonably be expected to have a Material Adverse Effect), under any note, indenture,loan agreement, mortgage, deed of trust, security agreement, lease or other similar agreement,document or instrument to which Borrower, Subsidiary Bank, or any Subsidiary, as the case may be,is a party or by which it is bound or to which it is subject;     (b) Litigation. The institution of any litigation, arbitration proceeding orgovernmental or regulatory proceeding affecting Borrower, Subsidiary Bank, or any Subsidiary,whether or not considered to be covered by insurance, which could reasonably be expected to have aMaterial Adverse Effect;     (c) Judgment. The entry of any judgment or decree against Borrower, Subsidiary Bank,or any Subsidiary which could reasonably be expected to have a Material Adverse Effect;     (d) Pension Plans. The occurrence of a Reportable Event (which could reasonably beexpected to have a Material Adverse Effect) with respect to any Pension Plan; the filing of anotice of intent to terminate a Pension Plan by Borrower, any ERISA Affiliate, any other Obligoror Subsidiary Bank; the institution of proceedings to terminate a Pension Plan by the PBGC or anyother Person to terminate any Pension Plan; the withdrawal in a “complete withdrawal” or a “partialwithdrawal” as defined in Sections 4203 and 4205, respectively, of ERISA by Borrower, any ERISAAffiliate, any other Obligor or Subsidiary Bank from any Multiemployer Plan; or the incurrence ofany material increase in the contingent liability of Borrower, any other Obligor or Subsidiary Bankwith respect to any “employee welfare benefit plan” as defined in Section 3(1) of ERISA whichcovers retired employees and their beneficiaries;     (e) Change of Name. Any change in the name of Borrower, Subsidiary Bank, or anySubsidiary which could reasonably be expected to have a Material Adverse Effect;
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     (f) Change in Place(s) of Business. Any proposed opening, closing or other change ofany place of business of Borrower, Subsidiary Bank, or any Subsidiary which could reasonably beexpected to have a Material Adverse Effect;     (g) Environmental Matters. Receipt of any notice that the operations of Borrower,Subsidiary Bank, or any Subsidiary are not in full compliance with any of material requirements ofany applicable Federal, state or local environmental, health or safety law, rule or regulation;receipt of notice that Borrower, Subsidiary Bank, or any Subsidiary is subject to any Federal,state or local investigation evaluating whether any remedial action is needed to respond to thematerial release of any hazardous or toxic waste, substance or constituent or other substance intothe environment; or receipt of notice that any of the Properties or assets of Borrower, SubsidiaryBank, or any Subsidiary are subject to an “Environmental Lien.” For purposes of this Section 6.10,“Environmental Lien” shall mean a Lien in favor of any governmental or regulatory agency,entity, authority or official for (1) any liability under Federal, state or local environmentallaws, rules or regulations which could reasonably be expected to have a Material Adverse Effect or(2) damages arising from or costs incurred by any such governmental or regulatory agency, entity,authority or official in response to a release of a hazardous or toxic waste, substance orconstituent or other substance into the environment which could reasonably be expected to have aMaterial Adverse Effect;     (h) Material Adverse Effect. The occurrence of any change in the business, operationsor condition, financial or otherwise, of Borrower, Subsidiary Bank, or any Subsidiary which couldreasonably be expected to have a Material Adverse Effect; and     (i) Regulatory Matters. The issuance of any cease and desist order against Borrower,Subsidiary Bank, or any Subsidiary by any Regulatory Agency and/or the entry of any memorandum ofunderstanding or other agreement between Borrower, Subsidiary Bank, or any Subsidiary and anyRegulatory Agency, regardless of whether the same is voluntary or involuntary.     (j) Letters / Notifications from Auditors. Borrower will provide copies of anyreportsor letters or notifications from Borrower’s or Subsidiary Bank’s certified public accountantthat are addressed to management, the audit committee or the board of directors of Borrower orSubsidiary Bank respectively within 30 days of receipt.     (k) To the extent allowed by law, Borrower will provide any summary reports or requests fromexternal regulators and the corresponding management responses within 30 days of receipt orsending thereof.     (1) Borrower will provide copies of internal memoranda or reports to the Audit Committees ofBorrower or Subsidiary Bank regarding allowance for loan loss adequacy (ALLL Adequacy) within 30days of issuance.     6.11 Utilization of Loan Proceeds. Utilize the proceeds of any advance made under theLoan solely for working capital purposes, for payment to U.S. Bank, National Association in theamount of the principal and interest outstanding under that certain $10 million loan dated on orabout January 26, 2007, for the repurchase of Borrower’s stock, and for providing liquidity toSubsidiary Bank.
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**SECTION 7. NEGATIVE COVENANTS**     Borrower covenants and agrees that, as long as any of the Obligations are outstanding, itwill not, and it will not cause or permit Subsidiary Bank, or any Subsidiary to, without the priorwritten consent of Lender:     7.01 Indebtedness. Create or incur any Indebtedness except (a) to Lender, (b) theIndebtedness described in Schedule 5.11 attached hereto, (c) Indebtedness of SubsidiaryBank to creditors in the ordinary course of its banking business, (d) other Indebtednessconsisting of trust preferred securities or other subordinate Indebtedness having minimummaturities of ten (10) years, and (e) such other Indebtedness incurred after written approval fromLender; provided that any such permittted incurrence of Indebtedness described in this Section7.01 shall not cause or constitute a Default or Event of Default under any other provision of thisAgreement.     7.02 Merger or Consolidation, etc. Merge into or consolidate with any other Person, orcause or permit any change in the ownership of Borrower, Subsidiary Bank, or any Subsidiary, orany Change in Control; provided however, that the foregoing restriction shall not apply (a) to anymerger or consolidation between or among any one or more of Borrower, Subsidiary, Bank and/or anyother Subsidiary, and (b) to any other merger or consolidation in which Borrower, Subsidiary Bankor any other Subsidiary, as the case may be, is the surviving entity if, at the effective time ofor immediately after the consummation such merger or consolidation no Event of Default hasoccurred and is continuing.     7.03 Sale of Property. Sell, lease, transfer or otherwise dispose of any Property orassets, except in the ordinary course of business; provided, however, that the foregoing shall notpreclude Borrower, Subsidiary Bank, or any Subsidiary from selling, leasing, transferring orotherwise disposing of less than substantially all of its assets so long as the purchase price forsaid assets shall be equal to or greater than the depreciated book value of said assets.     7.04 Distributions. Declare or incur any liability to make any Distribution in respectof the capital stock of Borrower, Subsidiary Bank, or any Subsidiary, except that: (a) SubsidiaryBank shall be permitted to pay cash dividends to Borrower to the extent necessary to pay (i) theObligations then due and payable to Lender and which are actually applied toward payment of theObligations, and (ii) the normal operating expenses of Borrower; and (b) so long as no Default orEvent of Default under this Agreement has occurred and is continuing or is created thereby Borrowershall be permitted to declare and pay cash dividends on its capital stock.     7.05 Issuance of Stock, etc. Authorize or issue any new types, varieties or classes ofcapital stock of Subsidiary Bank, either preferred or common, voting or nonvoting, or any bonds ordebentures, subordinated or otherwise, or any stock warrants or options, or authorize or issue anyadditional shares of stock of any existing class of stock, or grant any person other than Lenderany proxy for existing shares, or cause or allow, or declare any stock splits or take any otheraction which could, directly or indirectly, decrease Borrower’s ownership interest in SubsidiaryBank.     7.06 Default. Allow to occur, or to continue unremedied, any act, event or conditionwhich constitutes an event of default, or which, with the passage of time or giving of notice, orboth, would constitute an event of default under, any agreement, document or instrument to
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which Borrower, Subsidiary Bank, or any Subsidiary is a party or by which Borrower, SubsidiaryBank, or any Subsidiary may be bound.     7.07 Investments. Make any advances or loans or extensions of credit to, purchase anystock or other ownership interests, bonds, notes, debentures or other securities of, make anyexpenditures on behalf of or in any manner assume liability (direct, contingent or otherwise) forthe Indebtedness of, any Person, except, as may arise in the ordinary course of business, (a) suchguarantees, letters of credit, loans, advances and/or investments made by Subsidiary Bank or anySubsidiary in the ordinary course of their banking businesses, (b) loans or advances from Borrowerto Subsidiary Bank, or any Subsidiary, (c) the acquisition by Borrower, Subsidiary Bank or anyother Subsidiary, as the case may be, shares of stock, obligations and/or other securitiesreceived in settlement of claims arising in the ordinary course of business, (d) the acquisitionby Borrower, Subsidiary Bank or any other Subsidiary, as the case may be, of the stock or otherownership interests of any Person if, at the effective time of or immediately after theconsummation such acquisition, no Event of Default has occurred and is continuing, (e) suchinvestments by Borrower, Subsidiary Bank or any other Subsidiary, as the case may be, that arepermitted under applicable law to be made by bank holding companies, financial institutions andtheir subsidiaries, (f) that certain loan by Borrower to the Superior Bancorp Employee StockOwnership Plan, formerly known as the Community Bancshares, Inc. Employee Stock Ownership Plan,and (g) such other investments which have been approved by Lender.     7.08 Liens. Create, incur, assume, permit the imposition of or allow the continuanceof any Lien on any Properties except for Permitted Liens. Borrower shall not create, incur,assume, permit the imposition of or allow the continuance of any Liens on the Subsidiary BankShares except Liens in favor of Lender.     7.09Subsidiaries and Related Companies. (a) Transfer any Property to any RelatedParty other than the transfer of Property between or among Borrower, Subsidiary Bank or otherSubsidiaries, (b) purchase or sign any agreement to purchase any securities of any Related Party(whether debt, equity or otherwise), underwrite or guarantee the same, or otherwise becomeobligated with respect thereto in the aggregate amount greater than $500,000, or (c) take anyother action or permit any action to be taken with respect to any Related Party which wouldjeopardize either Borrower’s ability to repay the Loan, or any portion thereof, as the samebecomes due and payable, or the security given to Lender with respect to the Loan.     7.10 Use of Proceeds. Without Lender’s prior written consent, use or permit anyproceeds of any Advance to be used by Borrower, Subsidiary Bank, or any Subsidiary, to eitherdirectly or indirectly for the purpose (whether immediate, incidental or ultimate) of “purchasingor carrying any margin stock” within the meaning of Regulation U of the Board of Governors of theFederal Reserve System, as from time to time amended.     7.11 Nature of Business. Conduct or engage in any business if, as a result thereof,the general nature of the business which would thereafter be engaged in by Borrower or SubsidiaryBank, as the case may be, would be substantially changed from the general nature of the businessengaged in on the date of this Agreement by Borrower or Subsidiary Bank, as the case may be.
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     7.12 Other Agreements. Enter into any agreement containing any provision which wouldbe violated or breached by the performance of its obligations hereunder or under any instrument ordocument delivered or to be delivered by it hereunder or in connection herewith.SECTION 8. EVENTS OF DEFAULT     If any of the following (each an “Event of Default”) shall occur and be continuing:     8.01 Borrower shall fail to pay or perform any of the Obligations for the payment of money,including principal, interest, or fees, as and when the same shall become due and payable, whetherby reason of demand, maturity, acceleration or otherwise;     8.02 Any material representation or warranty of Borrower made in this Agreement or in any ofthe other Transaction Documents or in any certificate, agreement, instrument or statementfurnished or made or delivered pursuant hereto or thereto or in connection herewith or therewith,shall prove to have been untrue or incorrect when made or effected;     8.03 Borrower shall fail to perform or observe any term, covenant or provision contained insections 6.09, 6.10, or Section 7 hereof;     8.04 Borrower shall fail to perform or observe any other (i.e., not expressly described underany other section of this Article 8) term, covenant or provision contained in this Agreement andany such failure remains unremedied for thirty (30) days after the earlier of (a) written noticeof default is given to Borrower by Lender, or (b) any officer of Borrower obtaining actualknowledge of such failure;     8.05 This Agreement or any of the other Transaction Documents shall at any time for any reasoncease to be in full force and effect or shall be declared to be null and void by a court ofcompetent jurisdiction, or if the validity or enforceability hereof or thereof shall be contestedor denied by Borrower or any Obligor, or if Borrower or any Obligor shall deny that it has anyfurther liability or obligation hereunder or thereunder or if Borrower or any Obligor shall failto comply with or observe any of the terms, provisions or conditions contained in any of theTransaction Documents (other than this Agreement);     8.06 Borrower, Subsidiary Bank or any Subsidiary shall (a) voluntarily commence any proceedingor file any petition seeking relief under Title 11 of the United States Code or any other Federal,state or foreign bankruptcy, insolvency, receivership, liquidation or similar law, (b) consent tothe institution of, or fail to contravene in a timely and appropriate manner, any such proceedingor the filing of any such petition, (c) apply for or consent to the appointment of a receiver,trustee, custodian, sequestrator or similar official of itself, himself or herself or of asubstantial part of its Property or assets, (d) file an answer admitting the material allegationsof a petition filed against itself, himself or herself in any such proceeding, (e) make a generalassignment for the benefit of creditors, (f) become unable, admit in writing its, his or herinability or fail generally to pay its, his or her debts as they become due, (g) become insolventin either the equity or bankruptcy sense of the term or (h) take any corporate or other action forthe purpose of effecting any of the foregoing;     8.07 An involuntary proceeding shall be commenced or an involuntary petition shall be
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filed in a court of competent jurisdiction seeking (a) relief in respect of Borrower, SubsidiaryBank or any Subsidiary, or of a substantial part of the Property or assets of Borrower,Subsidiary Bank or any Subsidiary, under Title 11 of the United States Code or any otherFederal, state or foreign bankruptcy; insolvency, receivership, liquidation or similar law, (b)the appointment of a receiver, trustee, custodian, sequestrator or similar official of Borrower,Subsidiary Bank or any Subsidiary or of a substantial part of the Property or assets ofBorrower, Subsidiary Bank or any Subsidiary or (c) the winding-up or liquidation of Borrower,Subsidiary Bank or any Subsidiary; and any such proceeding or petition shall continueundismissed for sixth (60) consecutive days or an order or decree approving or ordering any ofthe foregoing shall continue unstayed and in effect for sixty (60) consecutive days;     8.08 Subsidiary Bank shall be placed in or threatened to be placed in receivership by anyRegulatory Agency;     8.09 The issuance of any regulatory action, cease and desist order against Borrower,Subsidiary Bank, or any Subsidiary by any Regulatory Agency and/or the entry of any regulatoryaction, memorandum of understanding or other written agreement between Borrower, SubsidiaryBank, or any Subsidiary and any Regulatory Agency, regardless of whether the same is voluntaryor involuntary; or if any Regulatory Agency shall notify Subsidiary Bank that its capital hasbeen impaired or does not meeting the minimum capital requirements of such Regulatory Agency, orthat if a Regulatory Agency issues an order requiring the Subsidiary Bank to raise additionalcapital;     8.10 Subsidiary Bank shall cease to be an “insured depository institution” under or withinthe meaning of 12 U.S.C. §1813, as amended, or a cease and desist order, memorandum ofunderstanding or other agreement shall be issued by any Regulatory Authority against oraffecting Borrower, Subsidiary Bank, or any Subsidiary which (in Lender’s opinion) has or couldhave a Material Adverse Effect;     8.11 Any litigation or governmental or regulatory proceeding is instituted against Borrower,Subsidiary Bank or any Subsidiary which, in Lender’s reasonable opinion, will have a MaterialAdverse Effect, after taking into account insurance coverage and reserves therefor (if any);     8.12 Any Property of Borrower, Subsidiary Bank or any Subsidiary, shall be seized, attachedor levied upon, the value of which could reasonably be expected to have a Material AdverseEffect;     8.13 Borrower, Subsidiary Bank or any Subsidiary shall have a judgment entered against itby a court having jurisdiction in the premises, in an amount which could reasonably be expectedto have a Material Adverse Effect, provided that if, upon conferring with its counsel, Lenderbelieves that it is probable that such judgment shall be reversed or dismissed, then suchjudgment shall not constitute an Event of Default hereunder if it is appealed in good faith orsatisfied (without causing a Material Adverse Effect) within sixty (60) days after the entry ofsuch judgment;     8.14 Borrower, Subsidiary Bank or any Subsidiary shall fail (and such failure shall nothave been cured or waived) to perform or observe any term, provision or condition of, or anyother default or event of default shall occur under, any agreement, document or instrumentevidencing or securing any outstanding indebtedness of Borrower, Subsidiary Bank or anySubsidiary, as the
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case may be, for borrowed money in the amount of at least $100,000 (other than the Obligations),if the effect of such failure or default is to cause or permit such indebtedness to be declaredto be due and payable or otherwise accelerated, or required to be prepaid (other than by aregularly scheduled required prepayment), prior to the stated maturity thereof;     8.15 The institution by Borrower, any ERISA Affiliate or Subsidiary Bank of steps toterminate any Pension Plan if, in order to effectuate such termination, Borrower, any ERISAAffiliate or Subsidiary Bank would be required to make a contribution to such Pension Planorwould incur a liability or obligation to such Pension Plan in excess of $500,000; or theinstitution by the PBGC of steps to terminate any Pension Plan;     8.16 Borrower, Subsidiary Bank or any Subsidiary shall be declared by Lender to be indefault on, or pursuant to the terms of, (a) any other present or future obligation to Lender,including, without limitation, any other loan, line of credit, revolving credit, guaranty orletter ofcredit reimbursement obligation, or (b) any other present or future agreement purporting toconvey to Lender a Lien upon any of the Property or assets of Borrower, Subsidiary Bank or anySubsidiary, and such default has not been cured within any applicable cure period;     8.17 notwithstanding any other provision of this Agreement to the contrary, or whichconflicts with the terms of this Section 8.17, the occurrence of a Material Adverse EffectuponBorrower or the Subsidiary Bank;THEN, and in each such event (other than an event described in Sections 8.06, 8.07, 8.08, 8.09 or8.10), Lender may declare the entire outstanding principal balance of and all accrued and unpaidinterest on the Note issued under this Agreement and all other amounts payable by Borrowerhereunder to be immediately due and payable, whereupon all of such outstanding principal balanceand accrued and unpaid interest and all such other amounts shall become and be immediately due andpayable, without presentment, demand, protest or further notice of any kind, all of which arehereby expressly waived by Borrower, and Lender may exercise any and all other rights and remedieswhich it may have under any of the other Transaction Documents or under applicable law; provided,however, that upon the occurrence of any event described in Sections 8.06, 8.07, 8.08, 8.09 or8.10, the entire outstanding principal balance of and all accrued and unpaid interest on the Noteissued under this Agreement and all other amounts payable by Borrower hereunder shall automaticallybecome immediately due and payable, without presentment, demand, protest or further notice of anykind, all of which are hereby expressly waived by Borrower, and Lender may exercise any and allother rights and remedies which it may have under any of the other Transaction Documents or underapplicable law.**SECTION 9. GENERAL**     9.01 No Waiver. No failure or delay by Lender or the holder of the Note in exercisingany right, remedy, power or privilege hereunder or under any other Transaction Document shalloperate as a waiver thereof; nor shall any single or partial exercise thereof preclude any other orfurther exercise thereof or the exercise of any other right, remedy, power or privilege. Theremedies provided herein and in the other Transaction Documents are cumulative and not exclusive ofany remedies provided by law. Nothing herein contained shall in any way affect the right of Lenderto exercise any statutory or common law right of banker’s lien or set-off.
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     9.02 Right of Set-Off. Upon the occurrence and during the continuance of any Event ofDefault under this Agreement, Lender is hereby authorized at any time and from time to time toset-off and apply any and all deposits (general or special, time or demand, provisional or final)at any time held and any and all other indebtedness at any time owing by Lender to or for thecredit or the account of Borrower against any and all of the Obligations irrespective of whetheror not Lender shall have made any demand hereunder or thereunder. Lender agrees promptly to notifyBorrower after any such set-off and application made by Lender, provided, however, that thefailure to give such notice shall not affect the validity of such set-off and application. Therights of Lender under this Section 9.02 are in addition to any other rights and remedies(including, without limitation, other rights of set-off) which Lender may have. Nothing containedin this Agreement or any other Transaction Document shall impair the right of Lender to exerciseany right of set-off or counterclaim it may have against Borrower and, to apply the amount subjectto such exercise to the payment of indebtedness of Borrower unrelated to this Agreement or theother Transaction Documents.     9.03Origination Fee; Cost and Expenses.Upon execution of this Agreement, Borrower agreesto pay to Lender a non-refundable origination fee of $25,000. Borrower also agrees to pay (a)all reasonable legal expenses (including Attorneys’ Fees), recording and filing fees incurred inconnection with the preparation and amendment of this Agreement and the other TransactionDocuments (b) if an Event of Default occurs, all out-of-pocket costs and expenses incurred byLender, including, without limitation, reasonable Attorneys’ Fees, in connection with such Eventof Default and collection and other enforcement proceedings resulting therefrom and (c) all otherreasonable Attorneys’ Fees incurred by Lender relating to or arising out of or in connection withthis Agreement or any of the other Transaction Documents.     9.04 Environmental Indemnity. Borrower hereby agrees to indemnify Lender and holdLender harmless from and against any and all losses, liabilities, damages, injuries, costs,expenses and claims of any and every kind whatsoever (including, without limitation, court costsand Attorneys’ Fees) which at any time or from time to time may be paid, incurred or suffered by,or asserted against, Lender for, with respect to or as a direct or indirect result of the violationby Borrower, Subsidiary Bank or any Subsidiary of any laws or regulations relating to solid wasteand/or hazardous waste treatment, storage, disposal, generation and transportation, air, waterand/or noise pollution, soil or ground or water contamination, the handling, storage or releaseinto the environment of hazardous materials or hazardous substances, and the transportation ofhazardous materials (“Environmental Laws”); or with respect to, or as a direct or indirectresult of the presence on or under, or the escape, seepage, leakage, spillage, discharge, emissionor release from, properties utilized by Borrower and/or Subsidiary Bank in the conduct of theirrespective businesses into or upon any land, the atmosphere or any watercourse, body of water orwetland, of any hazardous material or substances (including, without limitation, any losses,liabilities, damages, injuries, costs, expenses or claims asserted or arising under theEnvironmental Laws); and the provisions of and undertakings and indemnification set out in thisSection 9.04 shall survive the satisfaction and payment of the Obligations and termination of thisAgreement.     9.05 General Indemnity. In addition to the payment of expenses pursuant to Section9.03, whether or not the transactions contemplated hereby shall be consummated, Borrower herebyagrees to indemnify, pay and hold Lender and any holder of any of the Note, and the officers,directors, employees, agents and affiliates of Lender and such holder(s) (each, and
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“Indemnitee”; and collectively, “Indemnitees”) harmless from and against any andall other liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims,costs, expenses and disbursements of any kind or nature whatsoever (including, without limitation,the reasonable fees and disbursements of counsel for such indemnities in connection with anyinvestigative, administrative or judicial proceeding commenced or threatened, whether or not suchIndemnitees shall be designated a party thereto), that may be imposed on, incurred by or assertedagainst Indemnitees, in any manner relating to or arising out of this Agreement or otheragreements executed and delivered by Borrower or any other Obligor in connection herewith, thestatements contained in any commitment letters delivered by Lender, Lender’s agreement to make theLoan hereunder or the use or intended use of the proceeds of the Loan hereunder (the“Indemnified Liabilities”); that Borrower shall have no obligation to an Indemniteehereunder with respect to Indemnified Liabilities arising from the negligence or willfulmisconduct of that Indemnitee as determined by a court of competent jurisdiction. To the extentthat the undertaking to indemnify, pay and hold harmless set forth in the preceding sentence maybe unenforceable because it is violative of any law or public policy, Borrower shall contributethe maximum portion that it is permitted to pay and satisfy under applicable law to the paymentand satisfaction of all Indemnified Liabilities incurred by the Indemnities or any of them. Theprovisions of the undertakings and indemnification set out in this Section 9.05 shall survivesatisfaction and payment of the Obligations and termination of this Agreement.     9.06 Authority to Act. Lender shall be entitled to act on any notices and instructions(telephonic or written) reasonably believed by Lender to have been delivered by any Personauthorized to act on behalf of Borrower pursuant hereto, regardless of whether such notice orinstruction was in fact delivered by a Person authorized to act on behalf of Borrower, andBorrower hereby agrees to indemnify Lender and hold Lender harmless from and against any and alllosses and expenses, if any, ensuing from any such action; provided, however, that Borrower shallhave no obligation to indemnify Lender against any such losses or expenses arising solely fromBank’s gross negligence or intentional misconduct as determined by a court of competentjurisdiction.     9.07 Notices. Except as otherwise specifically set forth in this Agreement, eachnotice, request, demand, consent, confirmation or other communication under this Agreement shall bein writing and delivered in person or sent by telecopy, recognized overnight courier or registeredor certified mail, return receipt requested and postage prepaid, to the applicable party at itsaddress or telecopy number set forth on the signature page(s) of this Agreement, or at such otheraddress or telecopy number as any party hereto may designate as its address for communicationsunder this Agreement by notice so given. Such notices shall be deemed effective on the day on whichdelivered or sent if delivered in person or sent by telecopy (with answerback confirmationreceived), on the first(Ist) Business Day after the day on which sent, if sent byrecognized overnight courier or on the third (3rd) Business Day after the day on whichmailed, if sent by registered or certified mail.9.08 CONSENT TO JURISDICTION; WAIVER OF JURY TRIAL.BORROWER IRREVOCABLY SUBMITS TO THE NON-EXCLUSIVEJURISDICTION OF ANY ALABAMA STATE COURT LOCATED IN JEFFERSONCOUNTY, ALABAMA, OR ANY UNITED STATES OF AMERICA COURT SITTINGIN BIRMINGHAM, ALABAMA, AS LENDER MAY ELECT, IN ANY SUIT, ACTION
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OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OTHER TRANSACTIONDOCUMENT. BORROWER HEREBY IRREVOCABLY AGREES THAT ALL CLAIMS IN RESPECT TO SUCH SUIT,ACTION OR PROCEEDING MAY BE HELD AND DETERMINED IN ANY OF SUCH COURTS. BORROWER IRREVOCABLYWAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION WHICH BORROWER MAY NOW ORHEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANYSUCH COURT, AND BORROWER FURTHER IRREVOCABLY WAIVES ANY CLAIM THAT SUCH SUIT, ACTION ORPROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM. BORROWERHEREBY EXPRESSLY WAIVES ALL RIGHTS OF ANY OTHER JURISDICTION WHICH BORROWER MAY NOW ORHEREAFTER HAVE BY REASON OF ITS PRESENT OR SUBSEQUENT DOMICILES. BORROWER AUTHORIZES THESERVICE OF PROCESS UPON BORROWER BY REGISTERED MAIL SENT TO BORROWER AT ITS ADDRESS SETFORTH IN SECTION 9.08. **BORROWER AND LENDER IRREVOCABLY WAIVE THE RIGHT TO TRIAL BY JURYWITH RESPECT TO ANY ACTION IN WHICH BORROWER AND LENDER ARE ADVERSE PARTIES.**     9.09 Lender’s Books and Records. Lender’s books and records showing the accountbetween Borrower and Lender shall be admissible in evidence in any action or proceeding and shallconstitute prima facie proof thereof.     9.10 Governing Law; Amendments. This Agreement, the Note, and all of the otherTransaction Documents shall be governed by and construed in accordance with the internal laws ofthe State of Alabama, and this Agreement and the other Transaction Documents may not be changed,nor may any term, condition or Event of Default be waived, modified or discharged orally but onlyby an agreement in writing, signed by the party against whom enforcement of any waiver, change,modification or discharge is sought.     9.11 References; Headings for Convenience. Unless otherwise specified herein, allreferences herein to Section numbers refer to section numbers of this Agreement, and allreferences herein to Exhibits A and B, and Schedules 3.03, 5.05, 5.08, 5.11, and5.12 refer to annexed Exhibits A and B and Schedules 3.03, 5.05, 5.08,5.11, and 5.12 which are hereby incorporated herein by reference. The section headingsare furnished for the convenience of the parties and are not to be considered in the constructionor interpretation of this Agreement.     9.12 Binding Agreement. This Agreement shall be binding upon and inure to the benefitof Borrower and its successors and Lender and its successors and assigns. Borrower may not assignor delegate any of its rights or obligations under this Agreement.     9.13 Severability. In the event any one or more of the provisions contained in thisAgreement should be invalid, illegal or unenforceable in any respect the validity, legality andenforceability of the remaining provisions contained herein shall not in any way be affected orimpaired thereby.     9.14 Counterparts. This Agreement may be executed in any number of counterparts, eachof which shall be deemed an original, but all of which together shall constitute one and the
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same instrument.     9.15  Resurrection of Obligations. To the extent that Lender receives any payment on account of any of the Obligations, and any such payment(s) or any part thereof aresubsequentlyinvalidated, declared to be fraudulent or preferential, set aside, subordinated and/orrequired tobe repaid to a trustee, receiver or any other Person under any bankruptcy act, state orFederal law,common law or equitable cause, then, to the extent of such payment(s) received, theObligationsor part thereof intended to be satisfied and any and all liens, security interests, mortgages,deeds oftrust and/or other encumbrances upon or pertaining to any assets of Borrower and theretoforecreated and/or existing in favor of Lender as security for the payment of such the Obligationsshallbe revived and continue in full force and effect, as if such payment(s) had not been receivedby Lender and applied on account of the Obligations.     9.16  Entire Agreement. This Agreement embodies the entire agreement andunderstanding between the parties hereto and supersedes all prior agreements andunderstandings (oral or written) relating to the subject matter hereof.     9.17  USA PATRIOT Act. Lender hereby notifies Borrower that pursuant to therequirements of the USA PATRIOT Act, Title I11 of Pub. L. 107-56 (signed into law October 26,2001) (the “Act”), it is required to obtain, verify and record information that identifiesBorrower, which information includes the name and address of Borrower and other information that willallow Lender to identify Borrower in accordance with the Act.     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year firstabove written.**(SIGNATURES ON FOLLOWING PAGE)**
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[Signature page to Loan Agreement]         **BORROWER:**           **SUPERIOR BANCORP,**a Delaware Corporation           By: /s/ Mark A. Tarnakow           Name: Mark A. Tarnakow    Title: CFO           Address:17 North 20th StreetBirmingham, Alabama 35203Attention: Mark A. Tarnakow Telecopier: (205) 327-3611           **LENDER:**     **COLONIAL BANK**           By: /s/ John J. Burke Jr.           Name: John J. Burke Jr.    Title: Sr. Vice President           Address:100 Colonial Bank BlvdMontgomery, AL 36117-4244Attention:                                         Telecopier: